Marvel Prime
by Wild Paladin
Summary: The Marvel Universe rebooted... a bit differently. Sometimes a lot differently. Ignores all Marvel and Ultimate Marvel continuity, draws on both. Initial focus will involve a spider-bitten person... Later chapters will feature other characters. Be warned; many things from "regular" comics will be different- or missing entirely. First chapter is background-heavy.
1. Chapter 1

I do not, under **_any circumstances,_** write anyone else's ideas, stories or original characters/character concepts, so please, do not ask!

Marvel Prime: 001

Everyone knows how Captain America came to be. The army, knowing that Germany had madmen like Arnim Zola, bio-geneticist and general loony-bin escapee, working on creating a "perfect soldier," a killing machine that would be able to fight like any five men, ten men, or even twenty, started looking for someone who could make a "super soldier" for the United States. They found Dr. Abraham Erskine, one of Arnim Zola's teachers, and a man who had fled Nazi Germany in 1940, just ahead of Hitler's SS. Erskine was more than willing to help America create something that might be able to counter Arnim Zola's rumored "killing machines."

Erskine succeeded, which is ironic, because Arnim Zola never did. Doctor Erskine found a scrawny, chronically ill 4F kid who had tried his damnedest to join up after Pearl Harbor Day, been rejected out of hand, then immediately started working for the draft board as a clerk when refused— because he was that determined to help his country. Erskine took this nineteen year old walking poster boy for 4F men everywhere, and, towards the end of 1942 he turned him into the ultimate American fighting machine— Captain America.

Unfortunately, Dr. Erskine was killed immediately after turning that still-unknown kid into a super-soldier, assassinated by a Nazi agent. The first thing Captain America did as Captain America (even if he hadn't been called that yet) was capture the assassin (who managed to suicide before interrogation).

After that, Cap went to the front lines of the war, and he fought like an entire platoon's worth of men. He inspired American troops just by existing, and he saved countless lives by showing up at a critical moment and beating some Nazis down, giving American soldiers a chance— and a huge, huge boost in morale.

Everyone knows all of that, and usually, they get the essentials right. It's how he died that people almost _always_ get wrong, despite the truth being known.

Captain America didn't die stopping some Nazi rocket armed with an atomic warhead. So far as history knows, the loss of Albert Einstein— kidnapped by Hitler within days of the Japanese attack on Pearl Harbor, rescued by Captain America in early 1943— prevented the Nazis from ever making a working atomic bomb.

No, Cap stopped something almost as bad, maybe just as bad— maybe even worse, so far as American morale was concerned. Hitler's pet physicist, or quantum physicist, or para-physicist, or just plain old "mad scientist," a guy named Baron Heinrich Zemo, came up with a way to open some sort of spatial gateway between his castle (a serious castle, like only the Germans ever built on serious mountains like this one sat on) on Zugspitze, in the Wetterstein Mountains just north of Austria— and a warehouse on the docks of the Hudson River in New York City.

Army Intelligence found out about this, somehow— the reporter who found all this out and made it public around the time that the Vietnam "police action" was dying down either never found out how they knew, or kept it to himself— and they sent Captain America to stop it, supported by a company of infantry troops and a whole lot of paratroops.

Captain America got there very shortly after Zemo opened his "para-spatial warp," and he attacked Zemo at the controls of the device— situated outside to better allow troops to be readied to move through it— just after the madman opened it.

Captain and Baron fought for most of a minute, and the American troops engaged the Germans, distracted them, pounded on them so that they wouldn't think about going through the gateway.

The fight lasted maybe a minute— then Baron Zemo managed to knock Captain America down, pulled an energy-rifle of some sort from beside the controls to his "para-spatial warp," and shot Cap at almost point blank range.

But Captain America dodged the shot— and the energy beam hit the "para-spatial warp" dead center.

The resultant explosion killed Zemo and the sixty or so Nazi troops closest to the gate. It also closed the gate, and only a handful of Nazi soldiers went through (and were caught by the FBI, who had been alerted by Army intelligence, and were waiting for them).

No one ever found a sign of Captain America, not his body, not even his supposedly indestructible shield.

No rocket. No atomic bomb. Just a method of putting Nazi troops on American soil, and some _ten thousand_ Nazi troops ready to go. New York City would've been a disaster at best, but Captain America stopped it… at the cost of his life.

"So, what do you think, MJ?" Peter Parker asked his best friend as she closed his Powerpoint presentation on Captain America, done for American History II. "I present it Tuesday."

"It's pretty tight," Mary Jane Watson admitted, looking up. "You got redundant with Cap and Zemo fighting for about a minute, said it twice, you should kill one or rephrase it. Also, you might go into a little more detail about the years between Cap appearing and dying, if you can without going over Mr. Peck's time limit."

"I've got maybe two minutes, I'll see if I can pad it out." Peter grinned. "Thanks, Mary. Best friend, best editor— priceless."

"You only say that because it's true," MJ said breezily. "You stoked for Monday's field trip?"

"I guess," Peter said, shrugging a little. "Roxxon Biochemical is pretty cutting edge, sure, but biochemistry isn't my first love. Besides, since I started interning for Mr. Stark, my definition of 'cutting edge' has gotten pretty snobby."

"Braggart!" MJ groused, and stood from Peter's desk. "If you weren't a better physics student than me, that would've been my internship!"

"You blow me out of the water at biology, MJ," Peter said, trying not to look smug. "I have to be better than you at _something."_

"That," MJ said as they left Peter's room and went downstairs, "is _strictly_ a matter of opinion, Mr. Parker."

After stopping to say goodbye to Peter's Uncle Ben and Aunt May (who had raised Peter for the last eleven years or so), Mary Jane went to her own home next door, leaving Peter to deal with something between light teasing and serious prompting from his Aunt and Uncle.

"Peter, why, exactly, have you not asked that girl out?" Ben Parker asked his nephew. "She's perfect for you— as smart as you are, crazy about science, and she's as cute as a speckled puppy in a little red wagon."

"Ben leave the boy alone," Peter's Aunt May said— then gave her nephew a wicked grin and said, "Even if you are right. Peter, isn't homecoming in a couple of weeks?"

"Yes," Peter mumbled, blushing. "But seriously, I don't want to mess things up. If I ask her out and she says no, we might not be able to stay besties."

"She won't say no," May Parker said, her voice firm. She flipped her white-blonde bangs out of her eyes— she'd gotten a new hair style recently, and wasn't used to the bangs yet— and smirked. "Good lord, you're as incapable of spotting signals as your uncle.

"Peter, she likes you— as in 'wants to date you' likes you."

"Excuse me, but 'incapable of spotting signals as your uncle?' May I remind you who asked whom out twenty-two years ago, May Riley-Parker?" Ben said, looking up from his book— a Stephen King novel, Peter saw without surprise, his uncle loved the weird stuff. "I do believe it was me asking you, wasn't it?"

"It was," May agreed, smiling wickedly. "And I'm sure that you also recall that your brother encouraged you to do so. What you may not know— or remember— is that, at the time, Richard was dating Kelly Samuels, the younger sister of Tammy Samuels who was—"

"Your best friend." Ben covered his eyes for a moment, then set aside his book, stood up and said, "I've been had.

"Peter, I'm going to spank your aunt. You might want to leave the room."

"If you're gonna get kinky, I want to leave the house!" Peter said, and ducked under a playful jab from his uncle as he headed for the stairs. "I've got a little polishing to do on my report— think I'll do it tonight. I'll come down and say goodnight before I crash."

"Make some noise first," May called as Peter started up the stairs. She tugged on the back of her husband's red-with-flecks-of-white hair as Peter turned and nearly fled. "Give us warning, so we can get dressed and put the whips and handcuffs away!"

"Lalalalalala I can't _hear you!"_ Peter groan-laughed as he went up the stairs.

In his room, he tried not to think about Mary Jane and the idea of asking her to homecoming as he put the finishing touches on his report about Captain America. Then, when he heard his aunt let out a little shriek, followed immediately by a laugh from both of his parents-in-all-but-fact, he tried not to think about the fact that they probably still had sex— Uncle Ben was only forty-one, Aunt May wasn't even forty yet, so they probably still did— or about how Flash Thompson had, on seeing May Parker when she came by the school to drop Peter off one day when he'd missed the bus, had said, "Damn, Parker, your mom's a hottie!"

"That's just not right," he muttered as he added some stuff about the two years between Captain America's first appearance in costume in late 1942 and his death a few days after Thanksgiving of 1944 to his presentation. "Flash Thompson thinking… no! Not going there."

Peter finished his report— even remembered to edit the redundancy that MJ had spotted— then decided to check his email before going down to say goodnight to his aunt and uncle.

He had mail from Tony Stark, his erstwhile employer— he actually paid Peter, a good wage, even, for the work Peter did as his intern, though he didn't have to, either legally or because Peter would have asked. Peter had learned more about physics, electronics, computers and engineering in the three weeks since he'd been chosen as Tony Stark's intern that he'd learned about those subject in the prior fifteen years of his life. He'd expected to work for free, and considered it a privilege.

He read the email, agreed easily with staying later than usual on Wednesday, to help with some "engineering work that will take four hands," popped off a reply to that effect— exchanging emails with _Tony freaking Stark_ still gave him a little thrill— then went on downstairs, scuffing his feet and thumping his way down the staircase, just in case Aunt May hadn't been kidding.

It was safe— Uncle Ben was lost in his King book again, Aunt May was watching an early news program— and Peter plopped down in his favorite chair and waited to be noticed. At the next commercial, his aunt looked up.

"Get your report done, Peter?" she asked, and his uncle closed his book around a finger as Peter replied.

"Yeah, I did. MJ spotted a couple things that I got fixed." Peter saw his aunt open her mouth, her eyes gleaming with mischief, and hurried on to forestall more teasing on the subject of MJ. "Also, Mr. Stark emailed me— he asked if I could stay 'til nine, Wednesday. He's getting some parts in for his latest project, and installing them is a four-handed job. He said he'll feed me again— I hope he calls the same place as last time, that was the best pizza ever— and have his chauffer drive me home. Is that okay?"

"Certainly," May said, after a glance at her husband and a nod from him. "Peter, I'm still— well, wowed, over you getting that internship. And the amount he pays you, my god! You could never make that much working fast food, or a theater, probably not at any job, with being only fifteen and all." Suddenly, May Parker's eyes gleamed with mischief again, and she said, "Perhaps you should ask _him_ about how to ask Mary Jane out, Peter. He's certainly successful enough with the ladies, I'm sure he could give you some good advice."

Peter groaned and covered his eyes with one hand, and his uncle chuckled and said, "You know, your aunt has a point, Peter. After all, he's dated three actresses and a supermodel just this year."

"If I looked like him, I could probably do that, too," Peter said. "Or was the richest American alive according to Forbes magazine— three years running."

Much more gently, Ben Parker said, "Peter, if you don't say something, she's going to end up dating someone else. Is that really what you want?"

For a moment, Peter simply sat and stared at his hands. Finally, without looking up, he said, "No. No, I don't want that. But… seriously, Uncle Ben, if I ask and she says no, it won't… we won't be the same."

"Idiot child of my brother's loins," Ben said affectionately, "she won't say no. You're aunt, while capable of being wrong, despite her opinion on her infallibility—"

"You'll pay for that, Benjamin Michael Parker," May interrupted mildly.

"—is not wrong about this." Ben gave his wife a mock-glare, then turned back to Peter. "About this, May's absolutely one-hundred percent correct.

"Mary Jane would say yes in an instant— if you'd just work up the nerve to ask her out."

"Okay, well… I'll try," Peter said. He sighed, then stood up. "Maybe… maybe to something not so… you know, so _huge_ as homecoming, first. Just, you know, a movie, or something. I'll bet we could find something at that Flicks and Fries place that we'd both like."

"That," May Parker said approvingly, "is the smartest thing to come out of your mouth in a while, Peter Benjamin Parker, and you say smart things pretty often.

"Something less important than homecoming first is a great idea. Then, when that works— well, I'll help you pick out your suit for homecoming."

With a shake of his head, Peter stood up. "Okay. Okay, I'll ask her out. Soon. Tomorrow, maybe, it's Sunday, she'll be over at some point. Okay?

"But if she says no, I expect cookies as a consolation prize. Chocolate chip. With almond slivers!"

"Deal," Ben— the baker in the family— said immediately.

"Okay." Peter stood up and stretched. "Think I'm gonna go watch an episode of Supernatural on Netflix— can't watch that with MJ, she spends too much time talking about how hot the main characters are— then crash."

"Such a wild man on the weekends," Ben said, rolling his eyes. "Saturday night with Netflix on the computer? You'll come to a bad end, Peter Parker, if you don't mend your wicked ways!"

Peter laughed, said his goodnights, and headed upstairs. He watched an episode of Supernatural, wished for the umpteenth time that he had the Winchesters' car, then closed his computer down and got ready for bed.

He'd just gotten into the sweats and sleeveless t-shirt he wore to sleep in when someone started knocking— heck, _pounding_— on the front door downstairs. Peter had heard his Aunt May and Uncle Ben come up while he was brushing his teeth, and now he heard Ben Parker starting down the stairs. He went out in the hall, found his aunt at the top of the stairs.

"What's going on, Aunt May?" he asked, even as the pounding stopped— his uncle had reached the door and opened it apparently.

"I don't know, P—"

"May!" Ben called sharply. "I need your help— bring the first aid kit!"

As his aunt ran down the hall to the master bathroom to get the first aid kit, Peter, knowing he might get in trouble for it but not caring, ran down the stairs and into the living room.

Mary Jane, dressed in a knee-length t-shirt and slippers, was sitting on the couch next to her mother, and Mrs. Watson… she was bleeding, her lower face covered in blood, and one eye swollen shut.

"The hell?" Peter said, shocked beyond his own ability to understand. "Mary Jane? Mrs. Watson? What… who…?"

MJ didn't answer, just pulled her knees up to her forehead, wrapped her arms around them— and started crying. For just a moment, as she shifted position, Peter saw that she had a big bruise on the right side of her face, big and dark, and it hadn't been there when she was here… what, two hours before?

"My husband," Mrs. Watson sobbed. "He… did this."

"Peter, get some ice and a few towels, please," Ben said from where he knelt in front of MJ's mom. "And Peter… lock the front door first, please."

Peter gulped, said, "Yes, sir," and went to do as he was told. He met his aunt at the bottom of the stairs, and as he locked the door, she got her first look into the living room— and said, very quietly, "Oh, god."

Peter got ice and towels, his head spinning over the shape MJ and her mom were in— and the idea that Mr. Watson had done it. By the time he got back into the living room, Peter found himself trapped between horrified that he hadn't known something like this was happening, fury that MJ and Mrs. Watson were hurt, and a dull, sick feeling of helplessness.

He was trying to figure out what to do— Aunt May had taken over trying to take care of Mrs. Watson, Uncle Ben was on the phone (presumably with the police) and MJ was still sitting with her knees up to her head and crying.

Peter knelt in front of MJ, took one of the dishtowels and put some ice in it, wrapped the towel and held it until he could feel cold and damp, then said softly, "Mary Jane? Here, put this on your face, okay? It'll help."

For a moment, Peter didn't think MJ was going to move— then she lifted her head, not looking at Peter, took the towel-wrapped ice, and held it to her face. Her other arm she kept around her knees, and she looked down at her feet— but Peter called it a small victory.

He was reaching up to cover her hand with his when the front door burst open and slammed into the wall so hard that Peter heard the glass pane in the upper half break.

There had been no knocking, no sound of the doorbell, nothing— just BAM, and Tom Watson— a big, muscular man with dark blond hair and an expression of fury on his face— was striding into the living room, snarling, "Trish, you BITCH! I told you to—"

Then Uncle Ben was between Tom Watson and the couch where Mrs. Watson and her daughter were now cringing, Mrs. Watson trying to get between her daughter and her husband.

"Get out of here, Tom." Uncle Ben wasn't a small man, and he stayed in shape, but Tom Watson had four inches and probably fifty pounds of muscle on him. "Now."

"Parker, if you don't get out of my way, I'm going to beat the shit out of you," Mr. Watson said, his voice calm and level, "before I drag that bitch and her little whore-in-training out of here and back to my place, where I will finish dealing with them."

"Tom, I'm not asking," Ben said, looking calmly up at the older man. "You just broke into my house. If you don't get out, I'm going to put you out— and it's going to hurt when I do it."

Tom Watson snarled and reached for Ben Parker's shoulders, presumably to throw him aside— then staggered backwards as Ben punched him twice, rapid and hard, in the stomach.

"Get out, Tom," Ben Parker said, still sounding calm. "Because if you try to touch me again, or say another word about your wife or daughter, I'm going to put you in the hospital."

"THAT BITCH IS _MY_ WIFE!" Watson screamed suddenly. "THAT IS _MY_ LITTLE _TRAMP_ OF A DAUGHTER! I WILL DISCIPLINE THEM H—"

This time, Ben hit Tom Watson in the face, a fast, flickering punch to the nose, then a hard right to the jaw that sent the bigger man staggering back and away again— and Peter cheered silently to see it.

But Tom righted himself quickly, and came back for more. He blocked Ben's first punch, threw a wild punch of his own, clipped Ben Parker across the mouth— then went backwards again as Ben threw a series of rapid body blows at his stomach, then followed them with a punch to the jaw that Peter _saw_ his uncle put his whole body into, starting with shifting his feet, then stepping in, turning into the blow, his upper body twisting, driving his fist out like a piston.

Tom Watson flew back several steps, tripped over the edge of the rumpled hall rug— and landed on his back at the feet of a policeman, who had his gun out of its holster, but help up by his head.

"Nobody move!" the cop called, and when Mr. Watson snarled and started to climb (unsteadily) to his feet, the cop stepped back and leveled his gun at Tom Watson's head. "I said _don't move!"_

Wisely, Mr. Watson froze.

"Who's the homeowner?" the cop asked as his partner edged in past him.

"I am," Peter's uncle said, his voice steadier than Peter could believe— he sounded like beating the heck out of a much bigger man who happened to be a _psychopath_ was the sort of thing that happened all the time. "I'm Ben Parker. I called you because of the things that man did to his wife and child. Then he broke into my house and tried to attack them again, and I… dealt with him."

The partner got a look at Mrs. Watson, whistled, and reached for his radio. "Ma'am, you need to go to the hospital, I'm gonna call an ambulance."

"No, I'm ah righ'," Trish Watson said, her voice slurred. "I don' need—"

"Mom, please!" MJ said, her voice desperate. "Please, don't! Don't— you need an ambulance, and you need it because of what that BASTARD did to you!

"Please, Mom! Please!"

For a long moment, no one spoke, no one even moved— then Trish Watson sobbed once and said, "Yes. Please, I need… a doc'or."

MJ burst into tears hugged her mom, and things got nuts for a while.

Peter tried to just… get out of the way, make things easier for everyone that way, but Aunt May, once the EMTs arrived and had started looking over Mrs. Watson (Tom Watson was handcuffed and on his way to the nearest precinct house in another squad car by then) had shoved Peter firmly over to sit beside Mary Jane— who, to Peter's surprise, took his hand and held it tightly, though she kept her eyes on her mom, and didn't say anything.

Peter didn't say a word— just squeezed back and held on until MJ had to let go so that she could go with her mom to the hospital

Aunt May went as well, drove along behind so that she could bring MJ back after they were sure her mom was going to be okay— Ben agreed that May should go, as the two probably didn't need a man cluttering up their personal space about now.

Once they were all gone, Peter wordlessly went out to the garage and looked around, found a piece of plywood of sufficient size while his uncle measured the space where the window in the front door used to be. Together they cut a piece of wood down to the right size and secured it over the place where the window had been, then nailed the broken jamb back together as best they could, then closed and locked the door with the deadbolt— Peter had only locked the knob earlier, so they _could_ lock the deadbolt.

Once the work was done, Peter finally spoke.

"Aunt May told me once that you boxed in college," Peter said, his voice serious. "I'm really, really glad you remember how, Uncle Ben.

"Mister Watson… I don't get it. I don't, he's always been… I don't know, nice enough, to me. How does… how does someone do that to their— I don't _get it!"_

"Ssh, Peter, it's okay," Ben said, and gathered his nephew into a tight hug. "It's over, son, and you handled it—"

"It's _not_ okay!" Peter cried, and he realized, as he clung to his uncle, that he was shivering, almost shuddering. "How does stuff like that happen and… and _we don't know it?_ That's not okay! We should have— have known, and stopped it!"

"Peter, we don't know how long it's been happening," Ben said. "Also… Peter did you ever see any bruises or marks on Mary?"

Peter thought about it, really thought about it, then said, "No, sir."

"Okay." Ben took a deep breath and held Peter at arms' length, looked him in the face. "Did she ever say anything— anything at all— that might have led you to believe that her father was abusing her and her mother?"

Again, Peter thought about it before saying, "No, sir."

"Okay— then how about you stop beating yourself up, son?"

Peter took a long, shaky breath, then said, "Yes, Uncle Ben. Sorry."

"No need for sorry," Ben said, squeezing Peter's shoulder. "Son, I'm glad this makes you mad— says that you're a good man, that your aunt and I have done right by you."

"Yeah, well," Peter said, and managed a smile. "You kinda did.

"Hey… boxing lessons? In case I ever, you know, need to clobber a bully like that?"

"We'll start next weekend," Ben said, grinning. "Too soon to think about it right now— in fact, I'm gonna ice down my hands for a bit, as well as my lip, or they'll all be swollen. Shouldn't have hit him in the face bare-knuckled, but… dammit, I was _mad_."

"So somebody raised _you_ right, too," Peter said, and headed for the kitchen. "I'll get the ice, you sit."

Forty minutes later, Peter hugged his uncle, and they went off to bed, though Ben didn't even try to sleep, just sat awake and read while he waited for May to either call or come home.

In his own room, Peter lay awake for half an hour or so, his mind going back over every single interaction he'd had with either Mary Jane or her mom that he could remember, looking for any signs of abuse from before tonight. He fell asleep eventually, and slept— though not without dreams, which were no kind of pleasant.

He woke late Sunday morning— he'd been up until after two, so sleeping until almost ten was allowed, he guessed. He showered and dressed, then left his room (wondering, as he did so, how many teenaged girls would kill to have his room and the private bathroom off of it) and went down to the kitchen. He noticed the closed guestroom door as he went, and figured that MJ was here, but didn't knock— she should sleep, she probably needed it.

He found his aunt in the kitchen, making waffle batter— he could smell the vanilla from the doorway. As he came in, she turned and saw him, put down the batter, came over and hugged him tightly.

"I'm proud of you, Peter Benjamin Parker," May said when she let go. "You handled yourself very well last night, didn't panic, didn't hinder anyone doing what need to be done— and your uncle told me about the talk you two had.

"You could get us awards for parenting, Peter."

"You did all the work," Peter said, blushing— but grinning. "I just listened and did like you said. Mostly, anyway."

"Well, I'm glad you did," May said, laying bacon out on a rack in a pan— oven cooked bacon was better for you, she claimed, and Peter and his uncle didn't mind, it was still bacon. "MJ's in the guest room, so you know. I'm not going to get her up, she had a bad night."

"I figured, yeah," Peter said as he moved to the waffle batter and starting whipping it, crushing the few lumps May had missed against the side of the bowl, then stirring them in. "Aunt May… do you know what happened?"

"Not really, not in detail," May sighed. She cocked her head at movement upstairs, then said, her voice low, "Mary Jane said that her dad has been… short tempered for the last six months, since a little while after he got promoted at his law firm. She knew that he'd argued with her mother a lot, that it had been getting worse— but she swore to me that if he'd hit Trish before last night, she didn't know about it."

"What started last night?" Peter asked. "Or… should I not ask?"

"I don't really know— but I know that he heard MJ and Trish talking about… 'something really personal,' and blew up," May shivered, then said, "She said that he hit her first, then started beating on Trish when Trish got between him and MJ, and just… MJ couldn't stop him, not at first— so she kicked him in the crotch from behind, grabbed her mother, and they came here."

For the first time in his life that Peter could remember, he heard about another man getting kicked in the crotch— and didn't wince in sympathy. "Go, MJ!"

"Damn straight," May said, sticking the bacon in the oven and nudging Peter away from the waffle batter. "Get the waffle iron down, would you, Peter?"

Ben Parker came down while the first of the waffles was cooking, and May insisted on looking at his knuckles and mouth, both red and slightly swollen, despite the application of ice the night before.

May was tilting Ben's head this way and that, trying to decide if she should make him ice his lip again, when a voice from the doorway said, "I'm sorry, Mr. Parker. I never meant for you to get hurt!"

MJ, wearing loose, comfortable jeans and a sweatshirt, stood in the doorway, her eyes starting to well with tears. "I never— I didn't think he'd follow us, I'm sorry, I never meant—"

"Hush," Ben said, standing and going to the girl, stopping a couple of feet away— but looking relieved when she flung herself at him and hugged him. "MJ, I'm glad you came here— I'd have been disappointed if you hadn't felt you could turn to us for help."

"I… you… I was so scared, and I knew… I knew you'd help," MJ admitted, letting go of Ben and moving to hug May. "I just… I didn't expect you to have to fight my— him, or to be so… so good at it. And I really didn't want you to get hurt, I wish you hadn't had to… well, that took a lot of guts, Mr. Parker."

"Believe it or not, it was a pleasure," Ben said, sitting down at the table, grinning as MJ pulled Peter to his feet and hugged him tightly before sitting down herself. "Sticking up for the underdog has been a hobby of mine for years."

"Oh, _that's_ why you root for the Mets," Peter quipped.

"Quiet, you." Ben grinned at Peter and added, "Better the Mets than the damn Yankees."

"Well… thank you." MJ looked shaken, and said, "I was so scared when he came after you, Mister—"

"Ben. It's time and past time that you called me Ben, young lady."

"And I'm May," Peter's aunt put in.

"Thank you, both of you." MJ took a breath and said, "I was scared, Ben. I mean, I didn't know you could fight, and… well, I was afraid he'd hurt you. And he did, damn him!"

"Hey, it's okay," Ben said, leaning forward to catch her eyes. "Mary Jane, I'm not badly hurt at all— and it felt good to do it. I've always thought that… well, look, if something bad happens, and you can stop it, can help… you do. That's all. You help, because it's the right thing to do.

"I believe that. My dad taught it to my brother and I, and May and I have tried to teach it to Peter. I think we've done a good job— and if you learn it from what happened last night… well, then something good came out of this mess."

"Thank you, M— Ben." MJ sighed and said, "I'll try to remember that. Thank you."

"Never a problem," Ben said, and looked around the kitchen. "May, where's the paper? There's supposed to be a review of Greg Rucka's new book in there, I want to read it before I commit to a new series…."

Between Ben and May Parker, they managed to make the day as normal as was possible— when it included going to pick up Trish Watson and bring her home from the hospital, anyway.

Peter spent most of Sunday evening at the Watsons', helping MJ and his Aunt clean up the wreck of the kitchen, and moving Mrs. Watson to the downstairs guestroom— she wasn't supposed to try any long staircases for at least a week, Tom had wrenched her knee badly when she was trying to crawl away from him and he grabbed her to drag her back.

"MJ, you staying home tomorrow?" Peter asked as he and his aunt got ready to leave at about nine.

"She is not," Trish said firmly. "Tomorrow's that field trip to Roxxon Biochemical, I remember. Mary, you're going."

"Mom, I can—"

"I could come over until you kids get home from school," May said, overriding MJ's protest. "I can work from anywhere I have access to the internet. Advantage of editing an online newspaper, you know. You have wifi, I can see that, so I'd be fine."

"Well…." Mary Jane looked unsure.

"Mary Jane Watson, you go on that field trip or so help me, I will have you making me hard boiled eggs for every meal this week," Trish said, her eyes crinkling at the corners. "You know what that means."

"That means getting a haz-mat suit," MJ muttered just loud enough for Peter to have to work to keep a straight face. Then she added, in a bright, cheerful voice, "It means I'm going to Roxxon Biochemical tomorrow, yay!

"Peter, will you be my field trip buddy?"

"Well, since you asked, I guess I can dump Flash Thompson," Peter said, rolling his eyes.

"Then it's settled," Trish said. "Thank you both for your help— but we can handle it from here. Go remind Ben that he's not a footloose and fancy free bachelor."

Peter and May left, chuckling and amazed at Trish's positive outlook— it probably didn't hurt a thing that Tom Watson had been unable to find anyone to bail him out— and went home for the evening.

The next day, things got _really_ weird on the field trip.


	2. Chapter 2

Marvel Prime 002:

The Roxxon field trip started after second period, and was scheduled to get the students back to school a little before it let out for the day. Peter and MJ boarded the bus with everyone else at ten thirty, they arrived at Roxxon at eleven, toured the public areas of the building and the executive offices— including what their tour guide, a very attractive twenty-something woman named Jenn, called "think tanks," which were basically employee lounges with computer stations, drink and food dispensers and four big screen TVs, each with a Playstation 3, Wii and X-Box 360 hooked up to them, and racks of games nearby.

"I want to work here!" Flash Thompson said after seeing the layout.

"You have to earn your way to having access to one of the Think Tanks," Jenn said with a laugh. "Once you've proven yourself by making advances on other projects, you're given clearance for the think tanks. Roxxon figured out a while back that for some people, direct concentration is not the best way to work on a problem. Some people literally can work out something more quickly by not thinking directly about it, so we put them in here, let them goof off— and see what comes of it. You'd be amazed at the number of breakthroughs that have come out of these Think Tanks."

"Essentially, Mr. Thompson," Mr. Straczynski, their Biology teacher, said, "you must learn to work your conscious mind first. Which means paying attention in class. I realize that I am not so attractive as the young lady—" Mr. S paused to let the chuckle that brought forth die down, then finished, "but I do occasionally say something worth hearing, you know. Or would know, if you ever listened."

Flash blushed and shut up, and the group finished their tour of the executive areas, then went to lunch in the employee cafeteria— far better food than they got at school— before beginning a tour of the non-security-clearance-required labs.

"What sort of things are you working on in the labs that require a security clearance?" asked Liz Allen, Flash's on-again-off-again girlfriend. "Dangerous stuff?"

"Roxxon has many contracts with the United States government, some for defense work, that we cannot, by contract, discuss," Jenn said, then laughed and said, her voice much more light and airy, "Come on, you've all heard the rumors on the net, or FOX news. We're in hot competition with Oscorp for the recreation of the Super Soldier formula— and a secret formula for making congressmen switch political parties."

People laughed dutifully— and the "good part" of the tour got under way.

They saw pharmaceutical testing centers where most of the work was done through computer modeling, met some of the scientists there, and saw a single group of test subjects for a decongestant— a bunch of pot-bellied pigs, which were susceptible to a great many of the same diseases as humans.

They then moved into the area devoted to "genetic modification of existing species," and Peter and MJ both got more interested.

"This," Jenn said, indicating a very large— over fourteen feet long, Peter figured— snake in a very large terrarium, "is Prometheus. He's a Burmese Python who's been genetically altered so that his skin— which he still sheds— is significantly stronger than is normal for any member of the Squamata order, and contains a natural topical anesthetic. When we get things exactly right, we expect this to be a standard part of the emergency treatment of burn victims. Right now, about twenty percent of the human race is allergic to the topical anesthetic, so we have a ways to go, obviously."

Next was a series of cats and dogs that were being slowly and carefully altered to be non-irritants to humans, even to those normally allergic to one or both animals. Then they were shown a series of animals that had some sort of industrial application, or would have, someday, if Roxxon got things right. Silkworms that produced far more silk than the norm. Snails that could— and hopefully would— eat plastic and thrive on it.

"Here's one of our more exciting alterations," Jenn said as they reached a gigantic ant farm behind glass. "Science has known for some time that ants communicate via pheromones, and that they can produce an incredible number of different pheromones for different situations. What we've done here is create ants that produce pheromones detectable by other insect species— and that will drive them away. In ten or fifteen years, we expect to be able to let people keep their homes free of termites, crickets, houseflies, mosquitoes, gnats and other household pests— by keeping an ant farm in the living room.

"Now, let's move on to the arachnid labs, where— yes, Doctor Lee?"

An older man had appeared beside Jenn and was speaking right against her ear. After a moment, she looked at him, obviously worried, then said, "Ah. There's been a small problem in the arachnid labs— security system testing indicates an alarm failure, good grief, I thought they'd worked that bug out of the system."

A few uneasy chuckles greeted the tour guide's pun, and she smiled weakly. "Sorry, after a while the puns become automatic.

"At any rate, we're going to skip the arachnids, go on down to our own human genetics section. This way, please, ladies and gentlemen."

As the class took an escalator down a floor, Peter gently took MJ's arm and held her back a little. When she looked at him and cocked an eyebrow, he nodded back at Doctor Lee, the older man who'd advised Jenn about the problem in the arachnid labs.

The older man was now speaking to two people— you couldn't tell their gender— in bulky hazardous-material suits, pointing down the hall the tour had been about to enter.

"That doesn't look like a glitch in a security system to me," Peter said as they turned and got on the escalator.

"Me, either," MJ agreed, and shivered a little. She took Peter's hand and held it as they went down the escalator and caught up with the tour group, and he both blushed and grinned. "Still, if it was really dangerous, they'd take us out of the building."

Peter agreed, they kept going— and neither of them noticed the small gray spider (which gleamed, somehow, almost as though made of or coated in metal) that crawled under the zipper-flap of Peter's ever-present backpack.

The tour finished a little early, with having to skip the arachnid labs, and the Midtown High group found themselves pulling into their school a full half hour before dismissal, instead of the planned ten minutes or so.

Once the bus Peter and MJ were on had stopped, Mr. Straczynski stood up and said, "All right, folks, we're a little early. Go on in and grab your stuff, then you can hang around out at the athletic field or in my classroom until dismissal time."

As Peter stepped off of the bus, moving right behind Mary Jane, he felt an odd tickling sensation on his neck, started to move to scratch it— then yelped in pain and staggered forward as someone behind him slapped at his neck, hard.

"Spider on your neck, Parker!" Flash Thompson bellowed. "Don't worry, I saved you from the nasty little—"

"Ow!" MJ cried, and slapped at her bare forearm, "Thanks a lot, Flash, you knocked it onto… it bit me… I think… I think it might have been…."

Mary Jane Watson's eyes rolled up in her head, and she collapsed like a puppet with it's strings suddenly cut.

Peter caught her before she hit the ground, skidding on his knees to get under her, yelled for Mr. Straczynski, then looked up at Flash Thompson, who stood a few feet away with his mouth open and a stupid look on his face, and said in a cold, harsh voice, "Thompson, you _idiot_— if she…. If this is bad, I will _personally_ break your arm!"

Thompson puffed up, opened his mouth to reply— and Mr. S arrived, knelt beside Peter and Mary Jane, checked her pulse and said, "What happened?"

"That bit her," Peter said, pointing at the gray smear on her arm. "Then she passed—"

"I'm okay," Mary Jane mumbled. "I just… felt really dizzy for a moment. And sort of… warm. I'm fine, now."

She opened her eyes and looked up at Peter, smiled a little bit, and said, "Nice catch, Peter. Thanks."

"Mary Jane, do you want to go to the hospital?" Mr. Straczynski asked. "It wouldn't cost your family anything, since this happened at school."

"No, seriously, I'm fine now," MJ said, and sat up the rest of the way. She accepted Peter's offered handkerchief and wiped squished spider-parts off of her arm. "I don't feel dizzy anymore, or warm. I'm fine. See?" She stood, pirouetted neatly, and said, "Fine. Just embarrassed that I fainted over a tiny little spider bite."

"Mm. Well, compromise?" Mr. S suggested. "Come with me to the nurse, let her look you over, if she agrees that you're okay, we'll just fill out a report— in case you react more strongly later— and you can go on home."

"Deal," MJ said, and grabbed Peter's hand to pull him along, resulting again in him blushing and smiling.

The nurse gave MJ a clean bill of health, cleaned and bandaged the barely-swollen bite, and sent her on her way. By that time, she and Peter could board their bus for home, but Mary Jane suggested they walk— it was only two miles, and the early October day was very mild.

They were soon pretty much alone— there were none of their classmates around, so alone enough— and Peter, figuring it couldn't hurt, took MJ's hand, taking the initiative and hoping like hell he wasn't screwing up.

MJ didn't look at him, but she smiled and squeezed his hand.

_Maybe this won't be totally impossible after all,_ Peter thought, and he took a deep breath, held for a moment, then spoke.

"Hey, I was thinking," Peter said, carefully not looking at her, so he wouldn't blush, or at least not as much. "You've had a crappy couple days, and… you don't deserve that. If you want to sort of take your mind off things, maybe we could go see a movie Friday? Flicks and Fries has three we both might like. The first Matrix movie, I've never seen it on a big screen, this old thing called Galaxy Quest that Uncle Ben swears is the funniest movie ever, and Aunt May doesn't contradict him on, and the 2009 Star Trek movie."

"That sounds like fun," MJ admitted. "Food first, or eat at the theater?"

"Food first," Peter said, a big, goofy grin breaking across his face. "Then snacks at the theater, because oh, those fries ought to be a controlled substance!

"I was thinking maybe that pizza place a couple of blocks from the theater, over on Lincoln? Mr. Stark ordered from there one day last week when he kept me late, and oh, man, that's some awesome za."

"Calzaretta's?" Mary Jane asked, and Peter nodded. "Kinda pricey, aren't they?"

"Yeah, but Mr. Stark insists on paying me for a job _I'd_ pay _him_ to _let_ me do, and he pays really well, too," Peter said. "I can afford it— and you're worth it."

Peter hadn't meant to say that last bit— it had just popped out. Now he wondered if it had been too much as Mary Jane stopped in her tracks, stopping him as well, and she looked up at him (though not far, Peter would probably never be tall).

"Peter Parker," Mary Jane said slowly, "that's the nicest thing anyone ever said to me."

"Yeah, well— I mean, you are," Peter said, blushing furiously. "And then some."

For a long moment, MJ simply looked at Peter, a smile slowly spreading across her face. "You know, Peter, this wouldn't be a totally awful time for you to kiss me…."

"Uh." Peter took a deep breath. "I'd like that. You… you sure?"

"Uh-huh," MJ said, nodding, her green eyes practically blazing. She tilted her face up and said softly, "Face it, tiger— you just hit the jackpot."

Peter kissed her— and he didn't botch it, to his own amazement. Just… kissed her. No tripping over anything while standing still, no sneezing in her face, no biting her lip, just a warm, lingering kiss that seemed to go on for a couple of decades at least— and to end way, _way_ too soon.

"Wow," Peter breathed when they broke. "That was… Mary Jane, you're kind of amazing, you know that, right?"

"You're not so bad yourself, Mr. Parker," MJ said, and slipped her arm through his to walk the rest of the way home in companionable silence.

At Peter's front porch— the Parkers and the Watsons lived directly opposite each other on their block— Mary Jane stopped and said, "Okay, I'm gonna go through your back yard and send your aunt home, if that's all right?"

"You… well, yeah, I guess." Peter sighed and added, "You could come back with Aunt May. Or I could come over there…?"

MJ laughed, but shook her head. "I'm wiped out, Peter. I think that fighting off that spider bite was more work than I thought. I'm gonna go home, do my homework, eat something— possibly a lot of something, I'm _starved_— and crash out.

"But you'd better kiss me good-bye, first, buster."

Peter did so, and again, to his amazement, disaster didn't intervene. Mary Jane slipped out of his arms and went around the house calling, "See you in the morning, Peter— we can make more solid plans for Friday tomorrow, okay?"

"You bet," Peter called back— and he went inside with a bounce in his step and a grin on his face.

When May Parker came in some fifteen minutes later, she found Peter in the kitchen, cheerfully cleaning up the breakfast dishes she hadn't had time to do before going over to stay with Trish Watson for the day, and singing enthusiastically (if badly) along with the radio. For a moment she only stood in the doorway and watched as Peter scrubbed cheerfully at some dried-on egg yolk and sang along to Smashmouth's "All Star" as it blared from the radio.

Peter noticed her, finally, and grinned. "You," he said, examining the plate he was cleaning for further dirt, then shoving it into the rinse sink when he found none, "are completely awesome, Aunt May. And you were completely right."

May's face lit up and she said, "You asked her out?"

"Dinner and a movie on Friday," Peter said, nodding and grinning so widely that his cheeks burned. "And she said yes, you were right!"

"Peter, that's on past wonderful and into amazing," May said, and she came over to hug him. "Is that why you're doing the dishes, to pay me back for being right?"

"No, I have no homework, and I wanted to _do something,_ and there the dishes were— but since you mention it, that works, too," Peter said, and started on the utensils, all that remained. "Aunt May, thanks. If you and Uncle Ben hadn't encouraged me, I don't know if I could have done it, but… thanks."

"You're welcome." May grinned and sat at the kitchen table. "Mary Jane told us about the field trip, and about getting bit by that spider back at the school. She also said that you caught her when she fell, Peter— and she blushed and smiled when she said it.

"Can I say 'I told you so,' young man?"

"All you want," Peter said, dropping the last knife into the drainer. "All you want, Aunt May."

Ben Parker, when he came home from the construction job where he was a foreman, was as pleased as May had been that Peter had finally asked Mary Jane out, and that she'd said yes, and he teased Peter gently for most of the night, referring to him as Casanova, Romeo, Don Juan and Mr. Valentino. Peter grumbled, but he smiled, too, and his grumbling never really sounded real.

Tuesday morning, MJ showed up bright and early, right after Ben Parker left for work, before Peter had even finished his breakfast. When May asked her if she wanted a snack, MJ looked a little embarrassed, but accepted.

"I just ate a huge bowl of corn flakes with a banana sliced up in it, four slices of toast, another banana, and half a grapefruit," MJ said, sliding into a chair as May cheerfully plated some bacon, toast and a hard-fried egg and put it in front of her. "And I ate like a horse last night, too, and now… yum!" MJ put the bacon, egg and toast together as a sandwich and took a big bite. "I hope this is just a growth spurt, not a permanent appetite shift. I'll be a blimp."

"It happens," May said. "Happened to me a bit later than you— I grew three inches between my sixteenth and seventeenth birthdays— but it's perfectly natural."

"That's a relief," MJ said, and drank half of the glass of milk that May put in front of her at a single go. "Thank you, May— I think I can walk to the bus stop without chewing on any streetlights on the way, now."

"You're welcome," May said as MJ got up and rinsed her plate, just ahead of Peter. "Peter, it's tomorrow that you work late, right?"

"Yes, Aunt May," Peter said as he grabbed his bag and let Mary Jane grab his free hand. He blushed some, but smiled widely as he said, "Home by six-fifteen tonight."

Peter's day started off completely awesome; walking in to midtown high holding hands with Mary Jane made him feel like several million dollars. Mister Stark could keep his actresses and supermodels— none of them were as beautiful as Mary Jane Watson. Add in the way several guys looked at him with surprise that turned to grudging respect, and he couldn't stop grinning.

His presentation on Captain America in American History II went well, and Mr. Peck gave him his assessment sheet with a "A" scrawled across the top before he left the class. MJ sat with him at lunch, and they finalized their plans for Friday night. Then, after school let out but before she got on the school bus for home, MJ followed Peter (who took a subway to Stark Technologies) out the front gates of the school— and kissed him goodbye before he left. (Kissing him on school grounds might well have them both in trouble.)

Peter hadn't stopped grinning when he walked into the electronics and engineering lab that Tony Stark called his office a couple of minutes before three-thirty.

Tony Stark, a man of almost thirty, handsome and fit, also happened to be the most brilliant man Peter had ever met. It didn't seem fair, somehow, for a man who looked like the (admittedly impossible) offspring of Clark Gable and Brad Pitt to be capable of designing lightweight, reliable exo-skeletal devices that helped paraplegics walk again, helped people with various neuromuscular diseases do the same, and might be the future of soldiering.

Mr. Stark had added that last almost as an afterthought when he told Peter about his current work, then smiled a little sadly and said, "If it saves lives, that's a good thing— and I have to pay for the research somehow. So far… well, most of the working models have been donated to people who certainly couldn't afford them. Making these work hasn't been even five percent of the problem that making them inexpensive has been."

When Peter went in, Tony Stark was lying— standing?— on a table-bed thing that was reclined at about thirty degrees, his head held in place by a brace of some sort, and a camera suspended in front of his face. Even as Peter came in, a female voice— the voice was that of actress Sigourney Weaver— said, "Unknown command. Please close eyes to restart the sequence."

"Peter, is that you?" Mr. Stark called.

"Yes, sir," Peter called back, hanging his jacket on the rack by the door and grabbing the lab coat— complete with his name on it, he loved that part— to put it on.

"End sequence," Mr. Stark said, and the padded clamps slid away from the sides of his head, the camera swung away, and he stood up. "Hello, Peter. Survived the trip to Roxxon, I see, against all odds."

"Yes, sir," Peter agreed, chuckling a little. "It wasn't even that dangerous— mostly."

"That's good, I'd hate to lose my favorite inspiration," Stark said, and grinned. "Your idea about eye movements to enable quadriplegics to control a full-on muscular-aid suit was a good one, Peter, but I'm having some trouble making it work. I can't get a light intense enough to follow my eye movements without hurting my eyes."

"You— I just said that last Thursday!" Peter exclaimed. "You have a working model in _five freaking days!?_ That's freaking incredible!"

"No, not really," Stark said, grinning a little. "Most of the tech is out there, Peter, a lot of what I did was just… adapting. And it's not working, not yet.

"Besides, there was a kid that was at MIT a couple of years after I graduated— Reed Richards, that was his name— who could've done more than what I've done, and in half the time. He was a little scary, honestly. He was a freshman there when he was twelve, Peter. I at least had the decency to be a teenager when I went."

"You were only fifteen!" Peter protested. "It's not like you're exactly normal, Mr. Stark!"

"Point, I guess." Stark looked at Peter more closely as they went over to the eye-movement-control device, and said, "You seem to be in a better mood than usual, Peter. What's up? I could stand to hear about something going well."

"I, uh," Peter said, a big grin spreading across his face, a grin he seemed helpless to prevent, "I have a date Friday with… she's amazing, Mr. Stark. Smart as me, focused a little differently, is all, gorgeous, and we've been friends a long time."

"Smart as you, huh?" Tony Stark said, a little light of mischief in his eyes. "If you've been friends a long time, she must go to school with her?"

"Yeah, since kindergarten," Peter said. "Why do you ask?"

"Just honing my psychic abilities," Stark said, his voice deep and movie-announcer spooky, while Peter looked over the camera rig— surprisingly small and compact— that Stark had been using to test his eye-movement computer-command program.

"Psychic abilities?" Peter said, turning to look skeptically at his boss.

"Indeed," Tony intoned, fighting the smile that quirked at his mouth. "I am able to see your girlfriend's picture in your mind, Peter Parker… red hair… green eyes… her name is… Watson. Mary Jane Watson…."

At Peter's shocked expression, Tony Stark cracked up. "Oh, man, your face— come on, Peter, think about it. Classmate of yours, almost as smart as you, female— how many applicants from Midtown High do you think I have? Only girl who got into my final four was from your school, and you might remember me telling you that I looked up everyone online, too?

"She's a damned pretty girl, Peter, and she's as smart as you say. Hang on tight, guy."

Peter shook his head, laughed, and said, "I intend to.

"So, what do you want me to do, boss?"

Stark grinned and motioned at the bed. "Lay down, Peter, let's test this on you. With me able to make real-time adjustments, maybe we can get it working."

Two minutes later, Tony Stark stared in dumbfounded amazement as Peter breezed through the tutorial of the program in a ridiculously short time, with no difficulty at all.

"But… but… how?" Stark complained. "It wouldn't even lock onto my eyes, so what…."

Stark drifted off, frowning in thought, then asked, "Peter, am I misremembering, or are your eyes brown?"

"You're remembering right," Peter said, even as he played pong against the computer, controlling his paddle with his eye movements. "Why?"

"It locks onto the iris," Stark said, understanding dawning. "The bean of light from the computer locks onto the iris of your eye, Peter, and I've got these pale blue eyes, which—"

"Not enough contrast for the computer!" Peter said— and lost a point to the computer as his eyes skittered over to try to look at his boss.

"Exactly," Tony Stark agreed. He ended the program and helped Peter to his feet. "Let's go see if we can fix that, Peter."

Before Peter left at five-thirty— almost grudgingly— Tony Stark had taught his eye-tracking beam of light to lock on pupils instead of irises, noting that it could be shifted back for people with very dark irises.

"Also, using the pupil gives a greater range of motion," Stark enthused as he walked Peter to the door. (He took supper when Peter left on days Peter worked— sometimes it was the only way for him to remember to eat before extreme hunger set in, he got so absorbed in his work.) "More control, more kinds of control. Peter, thanks again for the idea."

"I can't take all the credit," Peter said, grinning a bit. "I saw it in a science fiction book once, a few years back."

"For my sake, Peter Parker," Tony said, his voice somewhere between serious and amused, "keep reading!

"You remember about tomorrow?"

"Already cleared it with my aunt and uncle," Peter said, grinning. "They like that I'm working for you, so they're cool with it."

"Excellent," Stark said, grinning. "See you after school tomorrow, Peter."

Wednesday afternoon, Peter (again grinning, having been kissed by Mary Jane before heading off to catch his subway train) arrived just in time to see Tony Stark signing for several crates, mostly long and flat, only one really box-like, and ended up helping open them.

Each contained a piece of articulated metal that looked like a knights armor as designed by a twenty-first century armorer— or, just maybe, by Tony Stark.

"First prototype of the combat armor that's hopefully going to pay for the para- and quadriplegic-assist suits," Tony said as Peter stared in amazement at the armor after he and his employer had laid it out. "The color scheme isn't military, I realize— they'll probably want it in desert, forest and urban camo— but the shiny-red-and-gold will show up nicely against a blue sky and most ground-based testing materials, as well."

For a second, Peter just nodded dumbly, still staring in absolute amazement at the armor on the table in front of him, then he frowned, looked up at Tony Stark and asked, "Wait, did you just say that this would 'show up nicely against a blue sky,' boss?"

Tony grinned, and for a moment he looked like a teenager. "Bet your butt I did, Mr. Parker. This suit will fly, and it has built in weapons systems that are energy-efficient… and easily set to non-lethal power levels."

Slowly, Peter Parker grinned, and he said, "You know, I like how you think, boss.

"Okay, so what now?"

"Now the four-handed part. We need to size the internal harness to me, so I can test it. Let's start with the gloves."

Ten minutes later, Tony Stark had the foreman at his prototype assembly plant on the phone, asking why, exactly, the damned combat armor was too small for him.

"I honestly don't know, Mr. Stark," said Richard Kubert, audible to Peter over the speaker phone connection. "Hang on, let me pop open the email with the specs and double check them against what you received."

A moment later, Kubert started reciting specs, and less than two minutes into that, Tony Stark suddenly groaned and said, "Oh, hell, Rich, it's not your fault. That's what I sent you, all right— but I didn't label it right, dammit."

"I'm not sure I understand you, Mr. Stark," Kubert said, though he definitely sounded rather relieved.

"Those were supposed to be the measurements for the control harness, not the armor itself, which I didn't note anywhere on the damned plans I sent you!" Tony Stark leaned forward and gently began banging his head on his desk. "I… am… an… idiot!"

"Oh, damn," Rich Kubert agreed weakly. "Shall we start over, sir? I can have you a second suit in three weeks— two if you'll authorize the overtime and urgent purchase overages."

"No, Rich," Tony said, looking at Peter… oddly. "Not at the price this thing runs. I may have someone here who can help me out."

As Tony pressed the disconnect button, Peter looked behind him to see who'd come in the Mr. Stark would trust to test his combat armor, and saw no one there. He turned back and opened his mouth to ask who Mr. Stark had in mind— and saw Tony holding a red, metal glove out to him.

"Put this on, Peter— it'll size itself to your hand, and it should give us base measures to fit the rest of the suit to you."

"I— you— Mr. Stark, if I break even a piece of this suit I couldn't pay it off in a half a century!"

"If you break it, I designed it wrong," Tony Stark said patiently. He smiled, shook his head a little ruefully and added, "Peter, I need to test this, and I need to start ASAP. You're small enough to wear it, I'm sure, and I trust you. So come on, guy— put this on."

After a long moment's hesitation, Peter walked slowly over to Tony Stark… and slid his hand into the glove.

Immediately, the internal wire mesh of the glove shrank to fit snugly-but-not-constrictively on Peter's hand, and the screen of the nearest computer lit up with a series of measurement suggestions for the rest of the armor's internal harness.

With Tony Stark, who had much more experience with the practical aspects of engineering than his intern, doing all the adjusting and assembling, things went significantly faster than had originally been anticipated. By the time that each part of the had been individually fitted to Peter Parker, it was after six— not close to nine, as Stark had anticipated when he thought he'd be talking Peter through making the adjustments. They broke for supper— incredible fried chicken, ordered from a deli that Peter had never heard of, possibly because it was on the far edge of Brooklyn, and they only came into Manhattan to deliver because Tony Stark paid for the privilege— then went back to work.

At seven-fifty PM, Peter, dressed almost entirely in the red-and-gold armor, stood nervously as Tony Stark strapped the carefully fitted helmet to Peter's head, the back nestled against his hair, held in place by a pair of straps that fit across his forehead and around his chin.

Tony stepped in front of his young assistant and said, "Are you ready, Peter?"

"Not even a little bit," Peter said, smiling nervously. "But, hey— that's never stopped a teenager before, right?"

"Right," Tony stark said around a laugh. He reached up to the front half of the helmet, currently tipped up like the visor on a motorcycle helmet, and lowered it slowly. When the front half touched the back half near Peter's jaw, the helmet locked into a single piece, and Peter, trying to breathe normally, suddenly felt a breeze run across his whole body as the armor's air circulation system started up. The world in front of his eyes dimmed for a moment, then brightened back to normal as the armor's systems equalized internal illumination with external conditions.

"Holy crap," Peter said softly. His eyes flicked up to a tiny screen above them, and the armor sensed the direction of his gaze, lit up the screen with a series of status updates that scrolled exactly as fast as Peter read them. "Okay, boss, all systems are in the green. Air circulation is keeping oxygen content steady, and the back-up air is at sixty minutes… internal gyros are online and the armor's asking me to do a series of movements to calibrate them…."

"Excellent," Tony said, his grin, already wide, taking on definite overtones of pride and delight. "Go ahead, Peter, but remember to move slowly until the gyros are used to you."

Twenty minutes later, Peter Parker, clad in armor that out weighed him by a factor of three or so, walked easily around the lab. Ten minutes after that, he was doing calisthenics as casually as though he had on sweats. Then came the dexterity calibrations, and, after breaking five beakers, Peter picked up the sixth without breaking it.

From somewhere, Tony Stark produced a carton of chicken's eggs, and Peter broke only two before the suit's negative feedback system accommodated itself to his movements completely. After that, he was able to do almost everything that Tony Stark asked of him. Turning the pages of a notebook evaded him, and skipping rope didn't work— partly due to the thickness of the armor's boots, but more because Peter hadn't used a jump-rope in almost six years, and had never been good at it.

"Thin rubber pads on the fingers to give a decent grip, and I think the rest will wait for further testing," Tony said as Peter handed him back the jump-rope.

"So, can I fly now?" Peter asked eagerly, his voice coming out slightly electronic sounding.

"Whoa, hotshot— that's going to be at least a week yet, there's a lot to learn before you're ready to try flying." Tony grinned. "But I will tell you, Peter… I want you to do this. All of it. It'll mean that I have to talk to your parents— sorry, your aunt and uncle— but you're a natural, and I want you for the testing, up to and including the flight tests. Those will involve some serious safety precautions at first, but… I want you to do them."

For a long moment, the gold-glowing lenses of the armor fixed on Tony Stark, and somehow, the inventor could see right through the faceplate to Peter's drop-jawed amazement, which made him smile more, and laugh.

"Are you _serious!?"_ Peter asked.

"Perfectly," Tony said. "Listen, ask your aunt and uncle if I can buy you all dinner on Sunday, Peter, and we'll talk about it then. Call me tonight to let me know.

"Right now, I'm going to ask you not to talk about this, okay? At all. Not even the government knows how far I've gone with the combat armor— they're expecting _Kevlar: The Next Generation,_ not a powered suit. Just tell your guardians that I want to talk about expanding your role in a project, and I'll handle the rest."

Peter got the armor off with Tony's help, and got out of the building without ever really noticing. He was lost in a swell of pride over the fact that Tony Stark trusted him enough to want him to test a prototype that had cost tens of millions of dollars at least— and that, if all went well, eventually, he'd get to wear the suit and FLY!

His aunt and uncle were amenable to dinner on Sunday, didn't press for details when he said that his employer had asked Peter to let him explain, and Peter's evening was perfect, if you didn't count not seeing Mary Jane, anyway.

He'd been in bed a half an hour, was still trying to calm down enough to sleep, when he heard a sound that took a few seconds to identify. Someone was tapping on his bedroom window— which was extremely weird, since he was on the second floor and it was after eleven at night.

Peter went cautiously to the window, moved aside the curtains— and saw MJ looking in at him, her head leaning in from one side of the window. Quickly, he opened the window and said, "MJ, what are you doing here? And where'd you get a ladder at this time of night?"

"Peter… I'm not on a ladder," MJ said, her voice a peculiar mix of worried and excited.

"What do you mean you're not— holy crap!"

Peter had run up his screen and leaned out of the window at MJ's impossible claim—

—and there really was no ladder. MJ had the balls and toes of her bare feet and the tips of the fingers of her right hand resting against the wooden side of the house… and that was all.

"Can I come in, Peter?" MJ asked. "I think… I need to talk to somebody, and I want 'somebody' to be you."

"I… just be quiet," Peter said, and stepped back from the window— after openly pinching his own cheek hard enough to make his eyes water, which made Mary Jane snicker a little.

Once she was standing in front of him, MJ said in a quiet, serious voice with just a hint of delight under the serious, "So, that spider that bit me? I'm gonna guess that it hitched a ride from Roxxon Biochemical, Peter."

After a moment of nodding dumbly, Peter finally managed to say, "Yeah. Yeah, it looks that way."


End file.
